NEW AIRLINE, INC.
12,000,000 SHARES - COMMON STOCK
SUBSCRIPTION AGREEMENT
Ladies and Gentlemen:
The following information is furnished in connection with
the undersigned's subscription for shares of Common Stock (the
"Common Stock") of NEW AIRLINE, INC., a Delaware corporation
(the "Company"), and for you to determine whether I am qualified
to purchase the shares of Common Stock pursuant to Regulation D
promulgated under the Securities Act of 1933, as amended (the
"Securities Act") and comparable provisions of applicable state
securities laws. I, the undersigned, understand that you will
rely upon the following information for purposes of such
determination, and that the shares of Common Stock will not be
registered under the Securities Act in reliance upon the
exemption from registration provided by Sections 3(b) and 4(2)
of the Securities Act, Regulation D thereunder, and comparable
provisions of applicable state securities laws.
ALL INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT
WILL BE TREATED CONFIDENTIALLY. However, it is agreed that you
may present this document to such parties as you deem
appropriate if called upon to establish that the proposed offer
and sale of the shares of Common Stock is exempt from
registration under the Securities Act or meets the requirements
of applicable state securities laws. I understand that a false
statement by me will constitute a violation of my
representations and warranties under this Subscription Agreement
and may also constitute a violation of law, for which a claim
for damages may be made against me. My investment in the shares
of Common Stock will not be accepted until the Company
determines that I satisfy all of the suitability standards set
forth in the Private Offering Memorandum (the "Memorandum"). See
"WHO MAY INVEST."
I, the undersigned Subscriber, hereby supply you with the
following information and representations:
1. FULL NAME: RIO HOTEL & CASINO, INC. OR ASSIGNS
2. BUSINESS ADDRESS (NO P.O. BOXES) AND TELEPHONE NUMBER:
0000 Xxxx Xxxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxx, Xx.
Telephone (000) 000-0000
3. BUSINESS ADDRESS AND TELEPHONE NUMBER:
4. STATE IN WHICH THE UNDERSIGNED MAINTAINS PRINCIPAL
RESIDENCE:
N/A
5. STATE IN WHICH THE UNDERSIGNED IS REGISTERED
TO VOTE:
N/A
6. IF THIS INVESTMENT IS TO BE MADE BY AN ENTITY (I.E.
PARTNERSHIP, CORPORATION, TRUST, PENSION PLAN, PROFIT-SHARING
PLAN), THE UNDERSIGNED FURTHER REPRESENTS TO YOU AS FOLLOWS:
(A) NAME AND ADDRESS OF ENTITY MAKING PURCHASE
(USE FULL LEGAL NAME):
See 1
(B) NAME AND ADDRESS OF PERSON REPRESENTING
INVESTMENT DECISION FOR ABOVE ENTITY:
Xxxxx X. Xxxxxxx, Xx.
(C) POSITION OR TITLE OF PERSON MAKING INVESTMENT
DECISION FOR ABOVE ENTITY:
President
7. BASED ON THE DEFINITION OF AN "ACCREDITED INVESTOR"
WHICH APPEARS BELOW, I CERTIFY THAT I AM AN ACCREDITED INVESTOR
(INITIAL "YES" OR "NO").
Yes X No
----- -----
Investors indicating a "Yes" answer, please complete both
Questions 7A AND 7B.
2
Investors indicating a "No" answer, please proceed to Question
7B.
7A. I CERTIFY THAT I AM AN ACCREDITED INVESTOR
BECAUSE I FALL WITHIN ONE OF THE FOLLOWING CATEGORIES:
(PLEASE INITIAL NEXT TO THE APPROPRIATE CATEGORY)
(A) ____ $1,000,000 NET WORTH NATURAL PERSON. A
natural person whose individual net worth, or joint
net worth with that person's spouse, at the time of
his purchase exceeds $1,000,000.
(B) ____ $200,000 INCOME NATURAL PERSON. A
natural person who had "Individual Income" in excess
of $200,000 in each of the two most recent years or
joint income with that person's spouse in excess of
$300,000 in each of those years and has a reasonable
expectation of reaching the same income level in the
current year. (See definition of "Individual Income"
under the caption "WHO MAY INVEST" in the
Memorandum.)
(C) X PARTNERSHIP, CORPORATE OR OTHER ENTITY
INVESTORS. The investor is a partnership,
corporation or unincorporated association and all of
the equity owners of that entity qualify as
Accredited Investors under subparagraph (a) or (b)
above. Investors that check this subparagraph (c)
must furnish a separate copy of this Subscription
Agreement for each equity owner with items 1 through
7B completed and executed on the Signature Page by
each such equity owner.
(D) ___ REVOCABLE OR GRANTOR TRUST. The
Investor is a revocable or grantor trust and each
Person with the power to revoke the trust qualified
as an Accredited Investor under (a) or (b) above.
Investors that check this subparagraph (d) must
furnish a separate copy of this Subscription
Agreement for each Person with the power to revoke
the trust with items l through 7B completed and
executed on the Signature Page by each such Person.
(E) ____ INVESTMENT DECISION BY PLAN FIDUCIARY.
The Investor is an employee benefit Plan within the
meaning of Title I of the Employee Retirement Income
Security Act of 1974, and the investment decision is
made by a Plan fiduciary, as defined in Section
3(21) of such Act which is a bank, savings and loan
association, insurance company or registered
investment advisor.
(F) ____ SELF-DIRECTED PLAN-INVESTMENT DECISION
SOLELY BY ACCREDITED INVESTOR. The Investor is an
employee benefit Plan within the meaning of Title I
of the Employee Retirement Income Security Act of
1974, the Plan provides for self-directed
investments by the Plan Participant(s) AND the
purchase of the shares of Common Stock is made
pursuant to an exercise by a Plan
3
Participant, who is an Accredited Investor under
subparagraph (a) or (b) above, of such power to
direct the investments of his or her interest in the
Plan. This Subscription Agreement must be completed
and executed by such Plan Participant.
(G) _____OTHER ACCREDITED INVESTOR--PLEASE
DESCRIBE:
7B. (ALL INVESTORS COMPLETE) I FURTHER REPRESENT TO YOU
AS FOLLOWS:
(A) EMPLOYER AND POSITION OF PERSON MAKING
INVESTMENT DECISION:
(B) PRIOR EMPLOYMENT (5 YEARS) OF PERSON MAKING
INVESTMENT DECISION:
Employer (1) ______________________________
(2) ______________________________
Nature of (1) ______________________________
Duties
(2) ______________________________
Dates of Employment (1)___________ (2) __________
4
(C) PRIOR INVESTMENTS OF PURCHASER
AMOUNT (Cumulative):
-----------------------------------------------------------------
REAL ESTATE Up to $250,000 to Over $500,000
None _____ $250,000 _____ $500,000 _____ _____
STOCKS Up to $250,000 to Over $500,000
None _____ $250,000 _____ $500,000 _____ _____
BONDS Up to $250,000 to Over $500,000
None _____ $250,000 _____ $500,000 _____ _____
OTHER Up to $250,000 to Over $500,000
None _____ $250,000 _____ $500,000 _____ _____
(D) MY "INDIVIDUAL INCOME" FROM ALL SOURCES IS AT
LEAST:
1994 (ACTUAL) ____$150,000 ____$200,000 ____$300,000 ____$400,000
1995 (ACTUAL) ____$150,000 ____$200,000 ____$300,000 ____$400,000
1996 (ACTUAL) ____$150,000 ____$200,000 ____$300,000 ____$400,000
1997 (ESTIMATED) ____$150,000 ____$200,000 ____$300,000 ____$400,000
(E) MY JOINT INCOME WITH MY SPOUSE IS AT LEAST:
1994 (ACTUAL) ____$150,000 ____$300,000 ____$400,000 ____$500,000
1995 (ACTUAL) ____$150,000 ____$300,000 ____$400,000 ____$500,000
1996 (ACTUAL) ____$150,000 ____$300,000 ____$400,000 ____$500,000
1997 (ESTIMATED) ____$150,000 ____$300,000 ____$400,000 ____$500,000
5
(F) MY PERSONAL NET WORTH, EITHER INDIVIDUALLY OR WITH MY
SPOUSE, IS IN EXCESS OF:
_____ $250,000, exclusive of home, home furnishings and automobiles
_____ $500,000, exclusive of home, home furnishings and automobiles
_____ $750,000, exclusive of home, home furnishings and automobiles
_____ $1,000,000, including all personal assets and liabilities
_____ $2,500,000, including all personal assets and liabilities
_____ $5,000,000, including all personal assets and liabilities
(G) I REPRESENT THAT I EITHER: (PLEASE CHECK APPROPRIATE
CATEGORY)
_____ Have such knowledge and experience in financial and business
matters that I am capable of evaluating the merits and risks
of the investment and am not relying upon a Purchaser
Representative and do not need one; or
_____ Have obtained the services of a Purchaser Representative as
defined in Regulation D ("Purchaser Representative"), in
connection herewith whose name is:
____________________________________________________________
(The Purchaser Representative submits for your files a copy of
the attached Purchaser Representative Questionnaire.) The
undersigned and the above-named Purchaser Representative
together have such knowledge and experience in financial and
business matters that they are capable of evaluating the merits
and risk of the investment in the shares of Common Stock.
(H) PLEASE DESCRIBE YOUR EDUCATIONAL BACKGROUND:
________________________________________________________________
________________________________________________________________
________________________________________________________________
6
(I) PLEASE INDICATE YOUR PRINCIPAL SOURCES OF INVESTMENT
KNOWLEDGE OR ADVISE (CHECK ALL THAT APPLY):
_____ First hand investment experience (____years)
_____ First hand business experience
_____ Employment experience
_____ Education
_____ Financial, trade or industry publications
_____ Investment professionals (brokers, investment advisors, bankers)
_____ Other professionals (attorney or accountant)
8. REPRESENTATIONS AND WARRANTIES. I, the undersigned,represent and
warrant as follows:
(a) I have received and have carefully reviewed
the Memorandum and have relied solely on the
information contained therein, and information
otherwise provided to me in writing by the Company. I
understand that all documents, records and books
pertaining to this investment have been made available
by the Company for inspection by me or my attorney,
accountant and Purchaser Representative. I am familiar
with the Company's business objectives and the
financial arrangements in connection therewith and I
believe that the shares of Common Stock I am
purchasing are the kind of securities that I wish to
hold for investment and that the nature and amount of
the shares of Common Stock are consistent with my
investment program. I and my advisor(s) have had a
reasonable opportunity to ask questions of and receive
answers from the officers of the Company concerning
the Company and the shares of Common Stock and all
such questions have been answered to my full
satisfaction. I, or my representatives, have made such
investigation of the facts and circumstances set forth
in the Memorandum in connection with the purchase of
the shares of Common Stock as I have deemed necessary.
No representations have been made or information
furnished to me or my advisor(s) relating to the
Company or the shares of Common Stock which were in
any way inconsistent with the Memorandum.
(b) Subject to the terms and conditions hereof, I
hereby irrevocably tender this Subscription Agreement
to purchase the number of shares of Common Stock
indicated in Paragraph 12 below. I am aware that the
subscription made herein is irrevocable, but that the
Company has the unconditional right to accept or
reject this subscription in whole or in part, and that
the sale of the shares of Common Stock pursuant
thereto is subject to the approval of certain legal
matters by counsel and to other conditions. If my
subscription is not accepted for any reason whatsoever
or, if the offering made through the Memorandum is
terminated, my money will be returned in full, without
interest, and the Company
7
will be relieved of any responsibility or liability
which might be deemed to arise out of my offer to
subscribe for any shares of Common Stock.
(c) I and, if applicable, my Purchaser
Representative have carefully reviewed the Memorandum
and all other documents or information furnished to me
by the Company. I have, either alone or together with
my Purchaser Representative(s), such knowledge and
experience in business and financial matters as will
enable me to evaluate the merits and risks of the
prospective investment and to make an informed
investment decision. I am also aware that no state or
federal agency has reviewed or endorsed the Memorandum
or the shares of Common Stock, that the Company has no
prior financial or operating history, that the shares
of Common Stock involve a high degree of economic
risk, and that there is, and will be, no public market
for the shares of Common Stock.
(d) I have been advised and am fully aware that
investing in the Company is a speculative and
uncertain undertaking the advantages and benefits of
which are generally limited to a certain class of
investors and that shares of Common Stock may be sold
only to persons who understand the nature of the
proposed operations of the Company and for whom the
investment is suitable. I represent that I meet such
suitability requirements.
(e) I meet the requirements of a purchaser as set
forth in the Memorandum under the caption "Who May
Invest."
(f) I have relied on my own tax and legal adviser
and my own investment counselor with respect to the
income tax and investment considerations of ownership
of the shares of Common Stock described in the
Memorandum.
(g) I certify that either (i) I have a current
net worth (either individually or jointly with my
spouse) of at least $500,000, exclusive of home, home
furnishings and automobiles, and reasonably anticipate
that I will have an individual income of at least
$150,000 in the year in which I subscribe for the
shares of Common Stock (without including any income
of my spouse unless my spouse is a co-investor) or
(ii) I have a current net worth, either individually
or jointly with my spouse, of at least $750,000,
exclusive of home, home furnishings and automobiles.
(h) I understand that the Company has not
registered the shares of Common Stock or any
securities into which the shares of Common Stock may
be convertible under the Securities Act of 1933, as
amended (the "Securities Act"), or the applicable
securities laws of any sate in reliance on exemptions
from registration. I further understand that such
exemptions depend upon my investment intent at the
time I acquire the shares of Common Stock. I therefore
represent and warrant that I am purchasing the shares
of Common Stock for my own account for investment and
not with a view to distribution, assignment, resale or
other transfer of the shares of Common Stock. Except
as specifically stated herein, no other person has a
direct or indirect beneficial interest in my shares of
Common Stock. Because the shares of Common Stock are
not registered, I am aware that I must hold them
indefinitely unless they are registered under the
Securities Act and any applicable state securities
laws or I must obtain exemptions from such
registration. I acknowledge that the Company is under
no duty to register the shares of Common Stock or
comply with any exemption in connection with my sale,
transfer or other disposition under applicable rules
and regulations. I understand that in the event I
desire to sell, assign, transfer, hypothecate or in
any way alienate or encumber my shares of Common Stock
in the future, except as specifically authorized by
the Company, the Company can require that I provide,
at my own expense, an opinion of counsel satisfactory
to the Company to the effect that such action will not
result in a violation of applicable federal or state
securities laws and regulations or other applicable
federal or state laws and regulations.
(i) The solicitation of an offer to purchase the
shares of Common Stock was directly communicated to
me, and any Purchaser Representative(s) that I may
have, through the Memorandum. At no time was I
presented with or solicited by or through any leaflet,
public promotional meeting, circular, newspaper or
magazine article, radio or television advertisement or
any other form of general advertising in connection
with such communicated offer.
(j) I recognize that investment in the shares of
Common Stock involves certain risks and I, and my
Purchaser Representative(s), have taken full
cognizance of and understand all of the risk factors
related to the business objectives of the Company and
the purchase of the shares of Common Stock including
those risk factors set forth under the caption "RISK
FACTORS" in the Memorandum.
(k) All information that I have provided herein
including, without limitation, information concerning
myself, my financial position and my knowledge of
financial and business matters and that of my
Purchaser Representative, is correct and complete as
of the date hereof, and if there should be any
material change in such information prior to the
acceptance of this Subscription, I will immediately
provide the Company with such information.
(l) If the Subscriber is a corporation,
partnership, trust unincorporated association or other
entity, it is authorized and otherwise duly qualified
to purchase and hold the shares of Common Stock
subscribed hereunder; such entity has not been formed
for the specific purpose of acquiring shares of Common
Stock. If the Subscriber is a trustee and is acquiring
the shares of Common Stock for the trust of which he
is a trustee, he has sought the advice of counsel
regarding whether the purchase of the shares of Common
Stock is an authorized trust investment and has been
advised by counsel that after reviewing the applicable
state law and the terms of the trust instrument, such
counsel is of the opinion that the undersigned has the
authority to purchase the shares of Common Stock for
the trust.
(m) If the Subscriber is an individual, he is 21
years of age, or if the Subscriber is an association,
all of its members are of such age.
9. INDEMNIFICATION. I agree to indemnify and hold
harmless the Company, its directors, officers, agents and its
other Affiliates from and against all damages, losses, costs
and expenses (including reasonable attorney's fees) which they
may incur by reason of my failure to fulfill any of the terms
or conditions of this Subscription Agreement, or by reason of
any untrue statement made herein or any breach of the
representations and warranties made herein or in any document
that I have provided to the Company.
10. RESTRICTIVE LEGEND. I hereby acknowledge and
consent to the placement of the following restrictive legend on
the certificate(s) or other document(s), if any, evidencing the
shares of Common Stock:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE
SECURITIES LAWS, AND THEY MAY NOT BE OFFERED FOR
SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.
11. MISCELLANEOUS.
(a) I agree that I may not cancel, terminate or
revoke this Agreement or any covenant hereunder and
that this Agreement shall survive my death or
disability and shall be binding upon my heirs,
executors, administrators, successors and assigns.
(b) This Agreement shall be enforced, governed
and construed in all respects in accordance with the
laws of the State of Arizona.
(c) Within 10 days after receipt of a written
request from the Company, I agree to provide such
information and to execute and deliver such
documents as reasonably may be necessary to comply
with any and all laws and ordinances to which the
Company is subject.
12. SUBSCRIPTION.
(a) I hereby subscribe for shares of Common Stock as
follows:
(i) Number of shares of Common Stock* (minimum
of 100,000 shares): 3,000,000
(ii) Price per Shares: X $5.00
(iii)Total Investment: $15,000,000
* See file for voting vs. non-voting.
(b) I hereby agree that within seven days of being
notified that the Company has accepted subscriptions for
shares of Common Stock equal to or greater than $50
million, I will take the following actions:
(i) I will tender funds via wire transfer to
the escrow account identified in the notice.
Such funds will be held in escrow and will not
be released to the Company until at least a
total of $50 million is received from
subscribers to this Offering.
(ii) I will deliver to the Company an executed
copy of the Shareholder Agreement between the
Company and me.
13. REGISTRATION AND ADDRESS
___________________________________________________________
___________________________________________________________
___________________________________________________________
(Please Print Name(s) in which the shares of Common Stock
subscribed are to be registered.)
___________________________________________________________
Social Security or Taxpayer II) Number of each purchaser.
COMMUNICATIONS TO BE SENT TO (CHECK ONE):
Home ________________________ Business __________________
Please check with address you use on your income tax returns:
Home ________________________ Business _________________
_______________________________
* See file for voting US. Non-Voting
FORM OF OWNERSHIP (CHECK ONE)
_____(a) Individual Ownership
_____(b) Joint tenants with right of survivorship (both or all
parties; Signatures required)
_____(c) Community Property (one signature required if held in
one name; two if held in both names)
_____(d) Tenants in Common (all parties; signatures required)
_____(e) Partnership*
__X__(f) Corporation*
_____(g) Limited Liability Company*
_____(h) Other* (Trust, etc.) (please specify)
*IF (E), (F), (G) OR (H) ARE CHECKED, DOCUMENTS INCLUDING
PARTNERSHIP OR CORPORATE RESOLUTION OR TRUST OR OTHER
AGREEMENT, AUTHORIZING THE SUBSCRIBER TO MAKE THE INVESTMENT
MUST ACCOMPANY THIS SUBSCRIPTION.
NEW AIRLINE, INC.
A DELAWARE CORPORATION
SIGNATURE PAGE
The undersigned Subscriber, desiring to purchase
shares of Common Stock (the "Common Stock") pursuant to the
Private Offering Memorandum (the "Memorandum") of NEW
AIRLINE, INC., a Delaware corporation (the "Company"), by
executing this Signature Page, hereby agrees to be bound by
all terms of this Subscription Agreement, and further,
hereby executes, adopts, makes, confirms and agrees to all
terms, conditions, representations and warranties of this
Subscription Agreement.
Dated as of 19th day of June, 1998.
/s/ Xxxxx X. Xxxxxxx, Xx., President
------------------------------------------------------------
Signature (If signing on behalf of an entity, state capacity
in which you are signing)
Number of Shares of Common Stock
Three Million (See file for voting vs. non-voting)
------------------------------------------------------------
Signature of Co-investor (if any)
Amount paid in upon Subscription
------------------------------------------------------------
Print Name of Subscriber
------------------------------------------------------------
Print Name of Co-investor (if any)
ACKNOWLEDGEMENT
STATE OF )
) ss.
County of )
On the 19th day of June, 1998, before my personally
appeared XXXXX X. XXXXXXX (and) _____________________________,
known to me to be the individual(s) described therein and
acknowledged the foregoing instrument and that (he) (she) (they)
executed the same, being authorized to do so in the capacity
indicated.
/s/ Xxxxxxxx X. Xxxxxxx
----------------------------
Notary Public
XXXXXXXX X. XXXXXXX
Notary Public - State of Nevada
Xxxxx County
00-0000-0 My Appt. Expires February 10, 2001
CERTIFICATION
Based on information obtained from the Subscriber
concerning his investment objectives, his other investments and
his financial situation and needs, the undersigned
broker-dealer has reasonable grounds to believe that an
investment in the shares of Common Stock of the Company is
suitable for the Subscriber. Prior to the Subscriber's
executing this Subscription Agreement, the undersigned broker-
dealer has informed the Subscriber of any compensation the
undersigned broker-dealer shall receive on account of the sale
of the shares of Common Stock herein and all pertinent facts
relating to an investment in the shares of Common Stock,
including the risk factors disclosed in the Memorandum. The
undersigned believes that the representations and warranties
expressed above are true and correct.
Xxxxxxxx & Co. Inc.
By:___________________________
Authorized Signature
Subscription accepted by the Company: Dated: _____________
NEW AIRLINE, INC.
______________________________
Xxxxxxx X. Xxxxxx
NEW AIRLINE, INC.
PURCHASER REPRESENTATIVE QUESTIONNAIRE
Ladies and Gentlemen: Date:_____, 1998
The following information is furnished to you so that you
may determine whether the undersigned's client,
_______________________________________________________________
____ (the "Purchaser"), together with the undersigned and
other purchaser representatives, if any, have such knowledge
and experience in financial and business matters to be capable
of evaluating the merits and risks of an investment in the
shares of Common Stock (the "Common Stock") of New Airline,
Inc. (the "Company") as required under Securities and Exchange
Commission Regulation D ("Regulation D") and corresponding
provisions of applicable state securities laws. I understand
that you will rely upon the information contained herein for
purposes of such determination, and that the shares of Common
Stock will not be registered under the Securities Act of 1933,
as amended (the "Securities Act"), in reliance upon the
exemption from registration provided by Sections 3(b) and 4(2)
of the Securities Act and Regulation D thereunder and
corresponding provisions of applicable state securities laws.
All information contained herein will be treated
confidentially. However, we agree that you may present this
Questionnaire to such parties as you deem appropriate if
called upon to establish that the proposed offer and sale of
the shares of Common Stock is exempt from registration under
the Securities Act or meets the requirements of applicable
state securities laws. I agree to advise you promptly of any
material changes in the foregoing information which may occur
prior to the termination of the offering.
I am acting as Purchaser Representative for the Purchaser
in connection with the Purchaser's investment in the shares of
Common Stock and, in that connection, I furnish you with the
following representations and information (Please Print):
1. Name:_______________________________________________
2. Age:________________________________________________
3. Profession (or Business) and Title, if applicable:__
______________________________________________________
4. (a) Business Address:_______________________________
(b) Telephone Number: ( )_________________________
5. Details of any training or experience in financial,
business or tax matters which qualify me to act in the capacity
of Purchaser Representative (include current and prior
employment, business or professional education, professional
licenses now held, SEC or state broker-dealer registrations
held, and if applicable, participation in valuation of similar
investments in the past):
_______________________________________________________________
_______________________________________________________________
_______________________________________________________________
_______
6. The undersigned has not, during the past ten years,
(i) been convicted, indicted or investigated in connection with
any past or present criminal proceedings (excluding traffic
violations and other minor offenses); or (ii) been the subject
of any order, judgment or decree of any court of competent
jurisdiction permanently or temporarily enjoining the
undersigned from acting as an investment advisor, underwriter,
broker or dealer in securities or as an affiliated person,
director or employee of an investment company, bank, savings
and loan association of insurance company, or from engaging in
or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any
security, or been the subject of any order of a Federal or
state authority barring or suspending for more than sixty days
the undersigned's right to be engaged in any such activity, or
to be associated with persons engaged in any such activity,
which order has not been reversed or suspended.
7. I have such knowledge and experience in financial,
business and tax matters so as to be capable of evaluating,
alone or together with the Purchaser, the relative merits and
risks of an investment in the shares of Common Stock.
8. There is no material relationship (within the meaning
of Regulation D) between me or my affiliates and the Company or
its affiliates which now exists or is mutually understood to be
contemplated or which has existed as a result of any such
relationship.
9. In advising the Purchaser in connection with
Purchaser's prospective investment in the Company, I will be
relying in part on the Purchaser's own experience in certain
areas.
Yes _____ No _____
10. In advising the Purchaser in connection with the
Purchaser's prospective investment in the shares of Common
Stock, I will be relying in part on the expertise of an
additional Purchaser Representative or Representatives.
Yes _____No _____
If "Yes", give the names and address of such additional
Representative or Representatives
_________________________________________________________________
_________________________________________________________________
11. I agree to advise you promptly of any material
changes in the foregoing information which may occur prior to
the termination of the offering.
_____________________________________
SIGNATURE OF PURCHASER REPRESENTATIVE
Date , 199___________
